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EXHIBIT 10.25
RIBOGENE, INC.
SCIENTIFIC ADVISOR AGREEMENT
This Scientific Advisor Agreement (this "Agreement") is made between RiboGene,
Inc., a California corporation (the "Company"), and Xxxxxxx X. Xxxxxxx (the
"Advisor") as of 13th April, 1993.
I. Services
The Advisor is hereby appointed to the Company's Scientific Advisory Board.
During the term of this Agreement, the Advisor shall (i) attend and participate
in up to four meetings per year of the Scientific Advisory Board of RiboGene,
Inc. and (ii) consult with the Company regarding therapeutic intervention in
translational control and, insofar as applicable, cell-free protein synthesis.
II. Term
The services provided by the Advisor to the Company shall continue until this
Agreement is terminated by either party in accordance with the provisions of
Section VII hereof.
III. Payment for Services Rendered
For providing the advisory services as defined herein, the Company shall
compensate the Advisor in the manner set forth in Exhibit A hereto. The Company
shall reimburse the Advisor for all reasonable expenses incurred by the Advisor
at the request of the Company pursuant to this Agreement, providing the Company
has approved the expenses in advance and in writing.
IV. Confidentiality
A. The Advisor recognizes that in providing services under this Agreement he
will have contact with information of substantial value to the Company
that is not old and generally known and that gives the Company an
advantage over its competitors who do not know or use it, including, but
not limited to, techniques, assays, designs, drawings, processes,
inventions, developments, slides and customer information, and business
and financial information relating to the business, products, practices or
techniques of the Company. The Advisor agrees to regard and preserve as
confidential such confidential information. Except as authorized by the
Company in writing, the Advisor will not divulge or disclose, directly or
indirectly, to any person, firm, association or corporation other than
bona fide employees of the Company or any affiliate of the Company, acting
in that capacity, or use for his own benefit, gain or otherwise, any
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confidential information, knowledge, or data concerning the business or
affairs of the Company or any affiliate of the Company, which, if
disclosed, would adversely affect the business of the Company or any of its
affiliates or accord to a competitor of the Company any competitive
advantage.
This Section IV is not intended to restrict the Advisor from disseminating
or using any information which is published or available to the general
public, except where such publication or general availability is as a
result of the Advisor's acts in violation of the Advisor's obligations
hereunder. The Advisor's obligations pursuant to this Section IV shall
survive termination of this Agreement, and continue in full force and
effect for a period of five (5) years after the effective date of such
termination.
B. The Advisor represents that his performance of the terms of the Agreement
does not and will not conflict with the terms of any agreement to keep in
confidence proprietary information and trade secrets acquired in confidence
or in trust prior to his advisory relationship with the Company. The
Advisor will not disclose to the Company, or induce the Company to use, any
confidential or proprietary information or material belonging to any third
party.
C. The Advisor represents that he is not presently retained by any entity to
advise on research similar to that of the Company or which may lead to the
manufacture or sale of products competitive with those contemplated by the
Company to be manufactured or sold by it, and he agrees that he will not
accept any retention to provide such advice during the term of this
Agreement without prior written approval of the Company.
V. Rights to Inventions and Discoveries
A. The Advisor agrees that any inventions, discoveries, improvements,
processes, technology and know-how arising directly or indirectly from the
performance of advisory services under this Agreement and any patents
issuing thereon shall be the property of and are hereby assigned to the
Company. The Advisor further agrees that all original works of authorship
which are made by the Advisor (solely or jointly with others) in the course
of his performance of advisory services under this Agreement and which are
able to be protected by copyright are "works made for hire," as that term
is defined in the United States Copyright Act. To permit the Company to
claim rights to which it may be entitled under this Section V or applicable
laws, and to insure that there is no conflict with any business or
activities of the Company, all inventions, discoveries, improvements,
processes, technology and know-how (whether or not patentable and whether
or not reduced to
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practice) and all works of authorship which the Advisor may conceive or make
(either by him/herself or jointly with others) during the term of this
Agreement with the Company, and which relate to the field in which advisory
services are to be performed under this Agreement, shall be promptly
disclosed to the Company. The Advisor's obligations pursuant to this Section
V shall survive termination of this Agreement, and continue in full force and
effect for a period of six (6) months after the effective date of such
termination.
B. Any invention, discovery, improvement, process, technology or know-how which
qualifies fully for protection under Section 2870 of the California Labor
Code (attached hereto as Exhibit B) is not subject to this Agreement. Any
invention, discovery, improvement, process, technology or know-how which does
not qualify fully for protection under said Section 2870 and which arises
directly from the performance of advisory services under this Agreement shall
be forthwith assigned to, and shall be the sole property of, the Company.
C. Whenever requested by the Company, the Advisor shall execute patent
applications and copyright registrations and such other documents considered
necessary by the Company or its counsel to apply for and obtain letters,
patents and copyright registrations in the United States, foreign countries,
or both, as the Company may deem advisable, or to otherwise protect for the
benefit of the Company such inventions, discoveries, improvements, processes,
technology, know-how or works of authorship arising from the performance of
advisory services under this Agreement. The Advisor shall also make such
assignments and execute such other instruments as may be necessary to convey
to the Company the ownership and exclusive rights in and to such inventions,
discoveries, processes, technology, know-how, patent applications, patents,
works of authorship or the like. The Company shall bear all of the expense in
connection with the obtaining of such rights. The Advisor further agrees,
whether or not he is still providing advisory services to the Company, to
cooperate to the extent and in the manner requested by the Company in the
prosecution or defense of any such patent or copyright claims or any
litigation or other proceeding involving any inventions, discoveries,
improvements, processes, technology, know-how or works of authorship covered
by this Agreement in any country of the world, but all expenses thereof shall
be paid by the Company. The foregoing covenant contemplates the inclusion of
any improvements of properties, rights, systems, inventions, works of
authorship and the like presently held by the Company or any affiliate
thereof.
VI. Independent Contractor Relationship
It is understood that the parties hereto are independent contractors and engaged
in the conduct of their own respective businesses. Neither the Advisor nor the
Company is to be considered the agent of the other for any
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purpose, and neither party has the right or authority to enter into any
contracts or assume obligations for the other or to give any warranty or make
any representation on behalf of the other, except where and to the extent
specifically authorized in writing to do so. The Advisor is not an employee of
the Company and is not entitled to any of the benefits provided by the Company
to its employees.
VII. Termination
Without limiting any rights which the Company may have by reason of any default
by the Advisor or any rights the Advisor may have by reason of any default by
the Company, the Company and the Advisor reserve the right to terminate this
Agreement in whole or in part at either's convenience by written notice. Such
termination shall be effective in the manner and upon the date specified in
said notice and shall be without prejudice to any claims which the Company may
have against the Advisor or which the Advisor may have against the Company.
Aside from any continuing work, the Company's sole obligation in the event of
such a termination shall be to reimburse the Advisor for services actually
performed by the Advisor up to the effective date of termination. Termination
shall not relieve the Advisor of his continuing obligations under this
Agreement, particularly the requirements of Sections IV and V above.
VIII. Miscellaneous
A. This Agreement and Exhibits A and B attached hereto contain the entire
agreement and understanding regarding advisory services between the
parties. There are no oral understandings, terms or conditions and neither
party has relied upon any outside representation, express or implied, not
contained in this Agreement.
B. All prior understandings, terms, or conditions regarding advisory
services are superseded by this Agreement. This Agreement cannot be
changed or supplemented orally but only in writing signed by both
parties. Except as otherwise provided herein, the provisions of Section
IV, V and VIII shall survive termination of this Agreement. The terms and
provisions of this Agreement shall be binding on and inure to the benefit
of the parties, their heirs, legal representatives, successors and
assigns.
C. Any notice or disclosure required to be given pursuant to this Agreement
shall be in writing and mailed to the parties at the addresses set forth
at the end of this Agreement.
D. This Agreement shall be governed by and construed in accordance with the
laws of the State of California. The federal and state courts within the
State of California shall have exclusive jurisdiction to
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adjudicate any dispute arising out of this Agreement. The
parties consent to personal jurisdiction of the federal and
state courts within California and service of process being
effected by registration mail sent to the addresses set forth at
the end of this agreement.
E. The Advisor may not subcontract all or any part of the services
to be provided hereunder without the prior written consent of
the Company.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first set forth above.
RiboGene, Inc. Xxxxxxx X. Xxxxxxx
("Company") ("Advisor")
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxxx
------------------------- ----------------------------
Xxxxxxx X. Xxxxx, Ph.D. Xxxxxxx X. Xxxxxxx
Vice President, Title: Senior Staff Scientist
RiboGene, Inc. -------------------------
00000 Xxxxx Xxxxxxxxx, Xxxx Xxxxxx Xxxxxx Lab.
Xxxxxxx, XX 00000 -------------------------
Address:
00 Xxxxxx Xxxx
-------------------------
Xxxx Xxxxxx Xxxxxx
-------------------------
XX 00000
-------------------------
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EXHIBIT A
PAYMENT FOR SERVICES
The Advisor will be compensated at the rate of $1,000 per meeting for attending
Scientific Advisory Board meetings and will be reimbursed for reasonable and
actual expenses associated with attending these meetings.
Subject to the approval of RiboGene's Board of Directors, the Advisor will be
granted options to purchase 40,000 shares of RiboGene Common Stock at fair
market value on the date of the grant, subject to a four-year vesting schedule
and other terms and conditions set by the Board of Directors.
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EXHIBIT B
CALIFORNIA LABOR CODE SECTION 2870
EMPLOYMENT AGREEMENTS; ASSIGNMENT OF RIGHTS
"(a) Any provision in an employment agreement which provides that an employee
shall assign any of his or her rights in an invention to his or her employer
shall not apply to an invention that the employee developed entirely on his or
her own time without using the employer's equipment, supplies, facilities, or
trade secret information except for those inventions that either:
(1) Relate at the time of conception or reduction to practice of the
invention to the employer's business, or actual or demonstrably
anticipated research or development of the employer.
(2) Result from any work performed by the employee for the employer.
(b) To the extent a provision in an employee agreement purports to require an
employee to assign an invention otherwise excluded from being required to be
assigned under subdivision (a), the provision is against the public policy of
this state and in unenforceable."
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